Exhibit 10.41

                                    AGREEMENT
                  BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
                                       AND
                                  TOURO COLLEGE
                               FOR THE OFFERING OF
                          INTERACTIVE VIDEO CONFERENCED
                                       AND
                          COMPUTER CONFERENCED COURSES



                               W I T N E S S E T H

     AGREEMENT  made this 1st day of  September, 1999, between TOURO College and
Touro University College and TOURO University International (hereinafter TOURO),
with offices located at 1602 Avenue J, Brooklyn, New York 11230, and Educational
Video Conferencing Inc.,  (hereinafter  "EVC"),  with offices located at 35 East
Grassy Sprain Road, Suite 200, Yonkers, New York 10710.

     WHEREAS,  TOURO is an institution of higher  learning duly certified by the
Education  Department  of the  State of New York and  accredited  by the  Middle
States  Association of Colleges and Schools to offer  undergraduate and graduate
courses, and,

     WHEREAS, EVC is a domestic corporation engaged in the business of providing
access to such courses to consumers by way of interactive video conferencing and
computer conferencing, and,

     WHEREAS,  TOURO and EVC wish to enter into a mutually beneficial  agreement
whereby EVC will provide access to TOURO courses to such consumers,

     NOW,  THEREFORE in  consideration  of $10.00 in good funds,  as well as the
mutual covenants contained herein, the parties hereby agree as follows:

     1. a.) During the term of this Agreement and any renewal thereof, EVC shall
have the right, to solicit students from corporations, governmental agencies and
institutions (hereinafter  "Institutional Employers") and the public at large to
apply for admission  into  all accredited  and non-accredited  college  courses,
degree programs, and non-degree courses and programs offered by TOURO, including
but not limited to the professional schools which are the Law School,  School of
Health  Sciences  and  College  of  Osteopathic  Medicine  via  IVC/DL and CC/DL
commencing  on  September 4, 1999.  TOURO will accept non-matriculated  students
into  undergraduate and graduate courses under this Agreement  provided that the
acceptance of such students are not inconsistent  with the relevant  accrediting
agencies and governmental  authorities.  The right provided for herein is not an
exclusive right.

     b.) For the  purposes of this  agreement, IVC/DL  shall be defined as live,
two way video  conferencing,  either over desktop  computers  equipped for video
conferencing or video  conferencing  room systems,  as the case may be, in which
the   student   can   see   and   hear   the    professor/instructor   and   the
professor/instructor  can see and hear the individual student. IVC/DL also shall
include one-way video and two-way audio distance learning.

     c.) For the purpose of this Agreement,  CC/DL shall be defined as Web-based
Computer Conferencing.

<PAGE>

     d.) Unless TOURO and EVC agree otherwise in writing, the minimum class size
for the offering of an ITV/DL course shall be Fifteen (15) students.

     2. EVC will  provide  all  hardware  (except  personal  computers,  modems,
keyboards   and   monitors),   software,   and  video   conferencing   equipment
(collectively  referred to as "equipment") necessary to provide access for TOURO
courses to IVC/DL students.  Students taking IVC/DL courses on desktop computers
must have modern  computers  capable of being video  enabled and  function as an
IVC/DL  desktop  system.  Students  taking  CC/DL  courses  must have a modern
computer,  a modem, and Internet access. The parties  acknowledge that it is the
goal of EVC to solicit students from corporations,  governmental  agencies,  and
institutions  (hereinafter  "Institutional  Employers") with substantial tuition
reimbursement  and that EVC shall address all student use equipment  issues with
the Institutional  Employers and their employees.  In any event, TOURO shall not
be  responsible  for  the  cost of any  equipment  whatsoever  at  Institutional
Employer locations and/or students homes.

     3. a.) EVC is responsible for all of the costs incurred in connection  with
its marketing,  advertising  and  promotional  activities  regarding the courses
offered by TOURO to IVC/DL students. TOURO shall provide brochures,  catalogues,
course schedules,  program and course descriptions and posters,  etc. to EVC for
distribution to EVC's Institutional Employers. These promotional materials shall
be used by EVC only for the purpose of promoting  the TOURO courses and programs
marketed,  advertised  and  promoted  by EVC.  The  number  and  amount  of such
promotional  materials to be provided to EVC shall be mutually  agreed to by the
parties  on an annual  basis and the costs for such  materials  shall be TOURO's
responsibility.  The content and design of such materials  shall be decided upon
by TOURO.

     b.) During  the  term of this  Agreement  and any  renewal  thereof,  EVC's
marketing, with advertising  and promotional activities shall at all times be in
compliance  will  all  federal,  state  and  local  laws,  statutes,  rules  and
regulations, as well as all accrediting agencies.

     4.  EVC  will  be  responsible  for  installing  and  maintaining  adequate
telephone   lines  for  teaching   stations  and  for  the  costs  of  providing
telecommunication  signal transport for video  conferenced  courses from teacher
stations to the MCU Bridge.  EVC assumes  responsibility or costs for obtaining,
providing,  or paying  telecommunication  signal transport for video conferenced
courses from the MCU Bridge to corporate locations and/or students' home.

     5.a.) EVC will be responsible for installing and maintaining up to ten (10)
video  conferencing  teaching  stations in the rooms  provided by TOURO to video
conference IVC/DL courses offered through EVC, subject to enrollment.  All video
conferencing  teaching  stations  installed and paid for by EVC shall remain the
exclusive property of EVC. TOURO rooms for video  conferencing  teacher stations
do not have to be dedicated space.

     b.) Subject to mutual agreement,  EVC will provide TOURO the opportunity to
offer asynchronistic web-Based Computer  Conferencing/Distance  Learning (CC/DL)
to EVC clients. EVC assumes no responsibility or costs for obtaining,  providing
or paying for teacher station equipment specifically for CC/DL courses.

     6. All equipment supplied by EVC is the sole and exclusive property of EVC,
including but not limited to any and all patents,  copyrights and trademarks, if
any, associated therewith. All classroom,  course and program materials or other
information  supplied by TOURO,  and all rights and interests in said  materials
will remain the sole and exclusive property of TOURO.


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<PAGE>

     7. a.) EVC is responsible  for the  necessary  maintenance,  repair  and/or
replacement  of  video  conferencing  equipment  supplied  to TOURO  for  IVC/DL
courses.

     b.) EVC will provide  prompt service for repair or replacement of defective
interactive video conferencing equipment and software as necessary.

     c.) TOURO will be responsible  for the prompt repair and/or  replacement of
interactive video conferencing  equipment located at TOURO, which may be damaged
through improper or unauthorized  use. TOURO  instructors will operate the video
conferencing equipment.

     d.)  TOURO  is  responsible  for  the  repayment  to  EVC of  the  cost  of
replacement  of any EVC  equipment,  which is lost or  stolen  while in  TOURO's
custody and control. Both TOURO and EVC will have all appropriate insurances and
will name each other as additional insured under said policies.

     8. Neither  party shall utilize the other's name or any  associated  names,
trademarks,  copyrights,  etc.,  without prior written consent.  Such permission
shall not be unreasonably  denied.  The use of such names should only be for the
purpose of  effectuating  the terms of this  Agreement,  and neither party shall
have the right to assign such right.

     9. a.) EVC will provide  faculty  development  to TOURO faculty  reasonably
required for the offering of TOURO  courses  through  EVC.  Faculty  development
specifically  relates to the use of  technology.  TOURO retains sole  discretion
with respect to faculty  development  in the teaching  model and  application of
technology to that model.

     b.) TOURO shall be  responsible  for  obtaining the services of all faculty
participating in courses offered through EVC,  including but not limited to said
faculty's  salary,  benefits (if any) and  verification of  qualifications.  EVC
assumes no responsibility for any costs associated therewith.

     10. EVC is solely responsible to provide site locations for IVC/DL students
to participate in TOURO courses.  TOURO assumes no responsibility  for obtaining
or maintaining said sites, nor for any rent or other costs associated therewith.

     11.  EVC  is  not  responsible  for  curriculum,  course  content,  faculty
qualifications,  course materials or any other aspect of the academic content of
any courses offered hereunder. However, TOURO agrees to consult EVC as to course
content,  presentation  and delivery of IVC/DL courses  consistent with required
academic standards.

     12. EVC agrees to make every reasonable effort to maintain its equipment in
good working order. However, EVC is not responsible for service or repair delays
or  interruption  of service  caused by strikes,  labor  actions,  power outages
(other than those limited to site locations alone), acts of God or other matters
beyond EVC's control.

     13. TOURO hereby  acknowledges  that the IVC/DL and CC/DL programs marketed
by EVC are targeted toward the non-traditional  working adult student market and
therefore  agrees to use its best efforts to (a) offer  IVC/DL  courses at dates
and times appropriate to the target market.  Specifically,  between the hours of
8:00 a.m. to 11:00 p.m., Mondays, Tuesdays, Wednesdays,  Thursdays, and Sundays;
on Fridays,  from 8:00 a.m. to 2:00 p.m.,  and no classes  will be  scheduled on
Saturdays or Jewish  religious  holidays;  and,  (b) to offer the CC/DL  courses
commencing at times reasonably  requested by EVC's  Institutional  Employers and
their  employees,  subject to  enrollment.  TOURO will offer courses  during the
fall, spring and summer semesters.

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<PAGE>

     14. a.) The parties hereby  acknowledge  that this Agreement is intended by
the parties to  facilitate  the  offering of college  courses,  degree  programs
and/or courses of study, which may lead to a degree or certificate.

     b.) TOURO shall attempt to obtain and/or  maintain all New York  Department
of Education,  Middle States Association,  and any other accreditation necessary
to the offering of college  courses and credits under the applicable law. Should
TOURO lose its  accreditation  at any time during the term of this  Agreement or
any renewal hereof, EVC shall have the right to cancel this contract at the end
of the semester in progress,  if  applicable,  or  immediately if no semester is
underway.

     c.) EVC shall be in  compliance  with all  federal,  state and local  laws,
statutes, rules and regulations, as well as all accrediting agencies. Should EVC
be in violation  of any  provision  of this  Agreement  or any renewal  thereof,
including  without  limitation,  the terms of this paragraph 14 (c), TOURO shall
have the  right to  terminate  this  Agreement  at the end of the  semester  (if
applicable) or immediately, if no semester is underway. Provision should be made
upon termination for the return of TOURO's promotional material as well as EVC's
equipment.

     15. Administrative Functions

     a.) TOURO shall be responsible for all of its own administrative  functions
(admissions,  academic advising,  registration,  financial aid, etc.) associated
with the offering of IVC/DL and CC/DL courses through EVC.

     16. Fees

     a.)  TOURO shall pay to EVC, on the 10th day of each month, [*]PERCENT [*]%
          of the gross tuition actually  collected by TOURO the preceding month,
          from any source whatever,  from or on behalf of any student  attending
          courses  being offered by TOURO through EVC, said payments to commence
          the month immediately  following the collection of any such tuition by
          TOURO. All checks for courses taken will be made out to TOURO College.

     b.)  TOURO shall pay to EVC [*]PERCENT  [*]% of the gross tuition  actually
          collected by TOURO for corporations or organizations  that have signed
          a contract with EVC through TOURO's direct introduction.

     c.)  If TOURO agrees to go on site to recruit and enroll students,  whether
          the  contract  with  EVC was  initiated  by EVC's  or  TOURO's  direct
          efforts, TOURO  will pay EVC [*]  PERCENT  [*]% of  the gross  tuition
          actually  collected by TOURO the preceding month. In no event will EVC
          receive less than [*] PERCENT [*]% of the gross tuition.

     d.)  EVC shall have the right, on a semi-annual basis, to examine the books
          and  records  of TOURO,  pertaining  to all  students  taking  courses
          through  EVC,  in  order to  audit  any  accounts  due and  owing  the
          respective  parties.  TOURO shall have the right to audit EVC accounts
          for students taking TOURO courses on the same basis.

     e.)  TOURO will provide EVC with a list of all students who come within the
          ambit of this  Agreement  and shall  allow the  review of its  records
          which are not subject to federal and state restrictions.

[*] Confidential Portions

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<PAGE>

     f.)  Within  THIRTY  (30) DAYS of the  completion  of each fall and  spring
Semester,  TOURO shall present to EVC, in writing,  any requests for adjustments
or credits on monies already paid to EVC, which credits or adjustments have been
made necessary by an EVC student having dropped a course,  bounced a check, etc.
EVC will credit any such valid  adjustment to TOURO's account in three (3) equal
installments  over the three(3)  months  immediately  following  such request by
TOURO.

     g.) Students  registering for TOURO courses through EVC who are employed by
an  Institutional  Employer  customer  of EVC which has a tuition  reimbursement
policy for its  employees  shall be eligible  for tuition  deferment  from TOURO
until  completion of the course,  thereby enabling said students to register for
TOURO  courses  through  EVC without  payment of tuition or fees up front.  Said
students shall be required to sign a tuition  payment  guarantee  providing that
they are fully  responsible  for 100% of all tuition in the event that,  for any
reason, they are not reimbursed by their employer.

     h.) Students  registering for TOURO courses offered through EVC who are not
employed  by  an  Institutional  Employer  customer  of  EVC  providing  tuition
reimbursement  to their  employees  shall be required to pay tuition and fees up
front when registering.

     17. TOURO will provide up to ten (10) rooms which will accommodate teaching
stations in order to facilitate  IVC/DL  courses  marketed by EVC emanating from
its campus and will grant EVC, its agents and subcontractors,  reasonable access
to  said  facilities  as  is  required  for  proper   installation,   operation,
maintenance and repair of all equipment  contemplated herein,  including but not
limited to IVC/DL equipment and telephone  lines.  Said rooms shall be a minimum
of 10 feet by 12 feet with  adequate  electrical,  air  conditioning,  lighting,
etc., and be otherwise suitable for use as video conferencing  teacher stations.
Said rooms will be provided one at a time subject to registration demand.

     18. TOURO's Public Relations Department will provide reasonable cooperation
with EVC in promoting  EVC/TOURO  Telecommute to College Programs and the IVC/DL
and CC/DL course offerings offered through EVC.

     19. TOURO and EVC will,  whenever  possible,  cooperate in applying for and
obtaining, any grants, awards, stipends,  fellowships,  etc., which are mutually
beneficial  to the  parties.  TOURO  reserves  the right to decline  seeking any
specific grant if it conflicts with TOURO's programs or objectives.

     20.  TOURO shall  maintain  academic  control  over all courses and will be
receptive to EVC input as to IVC/DL and CC/DL presentation.  TOURO shall consult
with EVC regarding the presentation of TOURO's courses over IVC/DL and CC/DL.

     21.  TOURO  will  assign at least one  person  who at all times will act as
liaison between TOURO and EVC.

     22. Term of Agreement

     a.) The basic term of this Agreement shall be FIVE (5) YEARS.

     b.) The parties  hereby  acknowledge  the  necessity  for  allowing  IVC/DL
students continuity and ongoing access to courses and programs, so long as there
is adequate registration.

     c.) In light of the foregoing, the parties agree that  commencing  June 30,
2000 and every June 30th  thereafter,  this  Agreement  shall  automatically  be
extended for an  additional  period of ONE (1) YEAR,  subject to the  conditions
hereinafter  contained.

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<PAGE>

     d.) In the event that  either  party  should  desire  not to  automatically
extend this agreement,  then, and in that event,  such party shall so notify the
other in writing,  by Certified Mail,  Return Receipt  Requested,  no later than
June 30th of any given year,  after which the agreement will not be extended for
an  additional  ONE (1)  YEAR,  but will  have  only  the Four (4)  YEARS of the
existing term remaining.

     23. TOURO shall have the right to offer courses via IVC/DL and CC/DL on its
own to Institutional Employer and/or the employees of any Institutional Employer
not under contract with EVC. In such event, EVC shall not have any obligation to
market, provide any services or equipment, permit the use of EVC's equipment, or
incur any costs in connection with such offerings.

     24. a.) TOURO  agrees  that,  for the  duration of this  Agreement  and any
extensions  hereof,  as  well  as for a  period  of ONE  (1)  YEAR  immediately
following any termination or expiration  thereof,  TOURO will not  independently
contract with  corporations or organizations  under contract with EVC and served
by TOURO.

     b.) TOURO  retains the right to do mass  advertising  and marketing for its
own distance  learning  programs,  and it is  understood by EVC that some of the
employees  of  corporations  or  organizations   under  contract  with  EVC  may
separately respond to these solicitations and attend TOURO College's independent
distance learning programs or on-campus programs.

     25. Damages Limitations

     a.) It is  expressly  agreed and  understood  that  neither  party shall be
liable  for  incidental,  special  or  consequential  damages  for any breach or
violation of this Agreement. To the extent that this clause seeks to limit EVC's
liability for the return of tuition or other damages incurred by TOURO by reason
of TOURO's  inability to perform arising out of EVC's breach,  the limitation on
damages does not apply.

     b.) The  performance  of this  Agreement  by  TOURO  is  subject  to  TOURO
obtaining all requisite approvals and consents from all appropriate  accrediting
agencies,  including,  without  limitation,  the New York  State  Department  of
Education and the California Department of Education.

     26. The foregoing constitutes the entire agreement between the parties, and
any other  agreements  or  representations,  whether  verbal or written,  if not
contained herein, are void, of no effect, and are not binding upon the parties.

     27.  No valid  modification,  amendment,  or  deletion  may be made to this
agreement  except in writing and  executed by the parties in  substantially  the
same manner as this Agreement.

     28. Any and all notices  required  hereunder  shall be by  Certified  Mail,
Return Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.

     29. If any portion of this agreement shall be found to be void, voidable or
unenforceable,  it  shall  not  effect  the  validity  of the  remainder  of the
agreement.

     30.  This  Agreement  shall be binding on the  respective  parties'  heirs,
successors, and assigns.


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<PAGE>

     31. The parties agree that any disputes or disagreements  arising hereunder
or in connection  herewith,  shall be settled by binding  arbitration before the
American  Arbitration  Association at their offices located in White Plains, New
York,  and that any judgment  awarded  thereunder may be entered in any court of
appropriate jurisdiction, and will have full force and effect therein.

     32. This Agreement shall be construed in accordance  with, and governed by,
the laws of the State of New York.

     IN WITNESS  WHEREOF the parties have  hereunto set their hands and seal the
date first appearing above.

                                        TOURO COLLEGE


                                        By: /s/ Arthur Kruger
                                            -------------------------------
                                                  Arthur Kruger
                                                  Vice-President

                                        EDUCATIONAL VIDEO CONFERENCING, INC.


                                        By: /s/ Dr. John J. McGrath
                                            --------------------------------
                                                  Dr. John J. McGrath
                                                  President


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